0000908695-10-000090 Sample Contracts

AMENDED AND RESTATED UNDERWRITING AGREEMENT
Underwriting Agreement • May 28th, 2010 • Usaa Mutual Funds Trust • Texas

This Amended and Restated Underwriting Agreement is made this 30th day of April, 2010, by and between USAA INVESTMENT MANAGEMENT COMPANY, a corporation organized under the laws of the State of Delaware and having a place of business in San Antonio, Texas (sometimes herein referred to as the “Underwriter”), and USAA MUTUAL FUNDS TRUST, a Delaware statutory trust organized under the laws of the State of Delaware and having a principal place of business in San Antonio, Texas (sometimes herein referred to as the “Trust”), which offers shares of beneficial interest, with $.001 par value (the “Shares”), in different series or Sub-Trusts representing interests in different portfolios of assets (each series being referred to herein as a “Fund”), as listed on Schedule A, as such schedule may be amended from time to time, with each Fund having one or more classes of Shares (each, a “Class” and collectively, the “Classes”).

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AMENDMENT TO THE TRANSFER AGENCY AGREEMENT Between USAA Transfer Agency Company And USAA Mutual Funds Trust (f/k/a USAA State Tax-Free Trust)
Transfer Agency Agreement • May 28th, 2010 • Usaa Mutual Funds Trust

This Amendment amends the Transfer Agency Agreement originally dated the 13th day of November, 2002, as amended, by and between USAA TRANSFER AGENCY COMPANY, dba USAA Shareholder Account Services, (the Agreement) a corporation organized under the laws of the State of Delaware and having a place of business in San Antonio, Texas (“SAS”), and USAA MUTUAL FUNDS TRUST, (formerly known as USAA State Tax Free Trust) a statutory trust organized under the laws of the State of Delaware, and having a place of business in San Antonio, Texas (the “Trust”).

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